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Our Cornerstone Investors

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Our Cornerstone Investors OUR CORNERSTONE INVESTORS THE CORNERSTONE PLACING We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set forth below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”) who have agreed to subscribe, or cause their designated entities to subscribe, for such number of our Offer Shares (rounded down to the nearest whole board lot of 100 Class B Shares) which may be purchased at the Offer Price with an aggregate amount of approximately US$2,450 million (or approximately HK$18,996 million) (exclusive of the brokerage fee, the SFC transaction levy and the Stock Exchange trading fee) (the “Cornerstone Placing”). Assuming an Offer Price of HK$105.00 (being the low-end of the indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be subscribed by the Cornerstone Investors would be approximately 180,916,800 Class B Shares, representing approximately (i) 49.54% of the Offer Shares, assuming that the Over-allotment Option is not exercised, (ii) 4.40% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is not exercised, and (iii) 4.35% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is fully exercised (in each case assuming that 363,146,799 Class B Shares will be issued pursuant to the exercised options under the Pre-IPO ESOP upon the Listing, and no other Shares are issued pursuant to the unexercised options under the Pre-IPO ESOP, the Post-IPO Share Option Scheme and Post-IPO RSU Scheme). Assuming an Offer Price of HK$110.00 (being the mid-point of the indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be subscribed by the Cornerstone Investors would be approximately 172,693,600 Class B Shares, representing approximately (i) 47.28% of the Offer Shares, assuming that the Over-allotment Option is not exercised, (ii) 4.20% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is not exercised, and (iii) 4.15% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is fully exercised (in each case assuming that 363,146,799 Class B Shares will be issued pursuant to the exercised options under the Pre-IPO ESOP upon the Listing, and no other Shares are issued pursuant to the unexercised options under the Pre-IPO ESOP, the Post-IPO Share Option Scheme and Post-IPO RSU Scheme). – 412 – OUR CORNERSTONE INVESTORS Assuming an Offer Price of HK$115.00 (being the high-end of the indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be subscribed by the Cornerstone Investors would be approximately 165,185,200 Class B Shares, representing approximately (i) 45.23% of the Offer Shares, assuming that the Over-allotment Option is not exercised, (ii) 4.02% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is not exercised, and (iii) 3.97% of our total issued share capital upon completion of the Global Offering and assuming that the Over-allotment Option is fully exercised (in each case assuming that 363,146,799 Class B Shares will be issued pursuant to the exercised options under the Pre-IPO ESOP upon the Listing, and no other Shares are issued pursuant to the unexercised options under the Pre-IPO ESOP, the Post-IPO Share Option Scheme and Post-IPO RSU Scheme). The Cornerstone Investors will acquire the Offer Shares pursuant to, and as part of, the International Offering. The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have subscribed before dealings in the Company’s Class B Shares commence on the Stock Exchange. There will be no deferred delivery of the Offer Shares to be subscribed by the Cornerstone Investors. The Offer Shares to be subscribed by the Cornerstone Investors will rank pari passu in all respects with the other fully paid Class B Shares in issue and will be counted towards the public float of our Company. Immediately following the completion of the Global Offering, none of the Cornerstone Investors will become a substantial shareholder of our Company, the Cornerstone Investors or their close associates will not, by virtue of their cornerstone investments, have any Board representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment Agreements compared with other public Shareholders. Certain Cornerstone Investors, namely Aranda Investments Pte. Ltd., GIC Private Limited and Sunny Festive Limited, are close associates of certain existing Shareholders and pre-IPO investors of the Company (collectively, the “Participating Existing Shareholders”). For details, please refer to “Our Cornerstone Investors” below. We have applied to the Stock Exchange for a waiver from strict compliance with Rule 10.04 of the Listing Rules and sought a written consent from the Stock Exchange under paragraph 5(2) of Appendix 6 to the Listing Rules, and the Stock Exchange has granted us such waiver and consent to permit us to allocate the Offer Shares to the Participating Existing Shareholders. For details, please refer to “Waiver from Strict Compliance with Rule 10.04 of the Listing Rules and Written Consent under Paragraph 5(2) of Appendix 6 to the Listing Rules in relation to Allocation to Existing Minority Shareholders and/or their Close Associates” in “Waivers from Strict Compliance with the Listing Rules and Exemptions from Strict Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance” in this prospectus. – 413 – OUR CORNERSTONE INVESTORS Morgan Stanley Asia Limited (“MSAL”) and Morgan Stanley Investment Management Inc. (“MSIM Inc.”), in their capacity as investment managers acting as agent on behalf of certain discretionary clients and funds, are considered “connected clients” of the investment banking division of MSAL and Morgan Stanley & Co. International plc under paragraph 13 of Appendix 6 to the Listing Rules. An application has been made to the Stock Exchange, and the Stock Exchange has granted its consent, under paragraph 5(1) of Appendix 6 to the Listing Rules to allow Offer Shares to be placed to MSAL and MSIM Inc., in their capacity as investment managers acting as agent on behalf of certain discretionary clients and funds, as a “connected client” of MSAL and Morgan Stanley & Co. International plc. Our Company is of the view that, leveraging on the Cornerstone Investors’ investment experience, the Cornerstone Placing will help raise the profile of our Company and to signify that such investors have confidence in our business and prospects. Other than the Cornerstone Investors which are close associates of the Participating Existing Shareholders, we became acquainted with each of the Cornerstone Investors mainly through introduction by the relevant Joint Global Coordinators. As confirmed by each Cornerstone Investor, their subscription under the Cornerstone Placing would be financed by their own internal financial resources, including but not limited to (a) governmental financial assets managed by them; (b) subscription monies from its fund investors in the accounts managed by them and returns on other investments through fund entities; and/or (c) self-owned funds (as the case may be) and that they have sufficient funds to settle their respective investments under the Cornerstone Placing. Save as disclosed above, to the best knowledge of our Company, (i) each of the Cornerstone Investors is an independent third party; (ii) in respect of the Cornerstone Investors who are not close associates of the Participating Existing Shareholders, none of them is accustomed to take instructions from our Company, the Directors, the chief executive of the Company, Controlling Shareholders, substantial Shareholders, or existing Shareholders or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; (iii) in respect of the Cornerstone Investors who are close associates of the Participating Existing Shareholders, except that they may take instructions from the relevant Participating Existing Shareholders, none of them is accustomed to take instructions from our Company, the Directors, the chief executive of the Company, Controlling Shareholders, substantial Shareholders, or other existing Shareholders or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; – 414 – OUR CORNERSTONE INVESTORS (iv) in respect of the Cornerstone Investors who are not close associates of the Participating Existing Shareholders, none of the subscription of the relevant Offer Shares by any of such Cornerstone Investors is financed by the Company, the Directors, the chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective close associates; and (v) in respect of the Cornerstone Investors who are close associates of the Participating Existing Shareholders, except that their subscription of the relevant Offer Shares may be financed by the relevant Participating Existing Shareholders, none of the subscription of the relevant Offer Shares by such Cornerstone Investors is financed by the Company, the Directors, the chief executive of the Company, Controlling Shareholders, substantial Shareholders, other existing Shareholders or any of its subsidiaries or their respective close associates. There are no side agreements/arrangements between our Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price.
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